NEW YORK--(BUSINESS WIRE)--Marsh McLennan (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, today reported financial results for the second quarter ended June 30, 2022.
Dan Glaser, President and CEO, said: "Marsh McLennan delivered another strong quarter. We generated double-digit underlying growth, margin expansion and solid growth in adjusted EPS with momentum across all of our businesses. Our performance reflects continued demand for our advice and solutions and the value we deliver for clients."
Consolidated Results
Consolidated revenue in the second quarter of 2022 was $5.4 billion, an increase of 7% compared with the second quarter of 2021. On an underlying basis, revenue increased 10%. Operating income was $1.4 billion, an increase of 11% from the prior year. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 8% to $1.3 billion. Net income attributable to the Company was $967 million, or $1.91 per diluted share, compared with $1.60 in the second quarter of 2021. Adjusted earnings per share rose 8% to $1.89 per diluted share compared with $1.75 a year ago and included a headwind of 3 cents per share from foreign exchange.
For the six months ended June 30, 2022, consolidated revenue was $10.9 billion, an increase of 8% compared to the prior year period. On an underlying basis, revenue increased 10%. Operating income was $2.8 billion, an increase of 9% from a year ago. Adjusted operating income, which excludes noteworthy items as presented in the attached supplemental schedules, rose 10% to $2.9 billion. Net income attributable to the Company was $2.0 billion, or $4.01 per diluted share, compared with $3.51 in the first six months of 2021. Adjusted earnings per share rose 12% to $4.19 per diluted share compared with $3.74 for the first six months of 2021.
Risk & Insurance Services
Risk & Insurance Services revenue was $3.3 billion in the second quarter of 2022, an increase of 5%, or 9% on an underlying basis. Operating income rose 2% to $967 million, and adjusted operating income was $1.0 billion, an increase of 9% versus a year ago. For the first six months ended June 30, 2022, revenue was $6.9 billion, an increase of 8%, or 10% on an underlying basis. Operating income rose 4% to $2.1 billion, and adjusted operating income was $2.2 billion, an increase of 11% versus a year ago.
Marsh's revenue in the second quarter was $2.8 billion, an increase of 9% on an underlying basis. In U.S./Canada, underlying revenue rose 10%. International operations produced underlying revenue growth of 9%, reflecting 14% growth in Latin America, 11% growth in Asia Pacific, and 7% growth in EMEA. For the first six months ended June 30, 2022, Marsh's underlying revenue growth was 10%.
Guy Carpenter's revenue in the second quarter was $522 million, an increase of 9% on an underlying basis. For the first six months ended June 30, 2022, Guy Carpenter's underlying revenue growth was 10%.
Consulting
Consulting revenue was $2.1 billion in the second quarter of 2022, an increase of 10% on both a reported and underlying basis. Operating income increased 39% to $475 million, and adjusted operating income increased 4% to $369 million. For the first six months ended June 30, 2022, Consulting revenue was $4.1 billion, an increase of 9%, or 10% on an underlying basis. Operating income of $867 million increased 23% and adjusted operating income increased 6% to $771 million.
Mercer's revenue in the second quarter was $1.4 billion, an increase of 7% on an underlying basis. Career revenue of $205 million was up 17% on an underlying basis. Health revenue of $587 million increased 10% on an underlying basis, and Wealth revenue of $597 million increased 1% on an underlying basis. For the first six months ended June 30, 2022, Mercer's revenue was $2.7 billion, an increase of 7% on an underlying basis.
Oliver Wyman’s revenue in the second quarter was $695 million, an increase of 16% on an underlying basis. For the first six months ended June 30, 2022, Oliver Wyman’s revenue was $1.4 billion, an increase of 16% on an underlying basis.
Other Items
The Company repurchased 3.8 million shares of stock for $600 million in the second quarter. Through six months, the Company has repurchased 7.0 million shares of stock for $1.1 billion.
Last week, the Board of Directors increased the quarterly dividend 10% to $0.590 per share, with the third quarter dividend payable on August 15, 2022.
In June, Marsh McLennan Agency (MMA) announced the acquisition of Clark Insurance, a leading independent insurance agency in Maine. In July, MMA announced the acquisition of CS Insurance Strategies, Inc., a full-service insurance agency based in Chicago.
Conference Call
A conference call to discuss second quarter 2022 results will be held today at 8:30 a.m. Eastern time. To participate in the teleconference, please dial +1 866 374 5140. Callers from outside the United States should dial +1 404 400 0571. The access code for both numbers is 24128163. The live audio webcast may be accessed at marshmclennan.com. A replay of the webcast will be available approximately two hours after the event.
About Marsh McLennan
Marsh McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s 83,000 colleagues advise clients in 130 countries. With annual revenue of approximately $20 billion, Marsh McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses. Marsh provides data-driven risk advisory services and insurance solutions to commercial and consumer clients. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and well being for a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit marshmclennan.com, follow us on LinkedIn and Twitter or subscribe to BRINK.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would".
Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:
- the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from conflicts such as the war in Ukraine, slower GDP growth or recession, capital markets volatility and inflation;
- the increasing prevalence of ransomware, supply chain and other forms of cyber attacks, and their potential to disrupt our operations and result in the disclosure of confidential client or company information;
- the impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment advisor, including claims related to our investment business’ ability to execute timely trades;
- the financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti Bribery Act and cybersecurity and data privacy regulations;
- our ability to attract, retain and develop industry leading talent;
- our ability to compete effectively and adapt to competitive pressures in each of our businesses, including from disintermediation as well as technological change, digital disruption and other types of innovation;
- our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;
- the impact of changes in tax laws, guidance and interpretations, or disagreements with tax authorities; and
- the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams.
The factors identified above are not exhaustive. Marsh McLennan and its subsidiaries (collectively, the "Company") operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.
Further information concerning Marsh McLennan and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K.
Marsh & McLennan Companies, Inc. |
||||||||||||||||
Consolidated Statements of Income |
||||||||||||||||
(In millions, except per share data) |
||||||||||||||||
(Unaudited) |
||||||||||||||||
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenue |
|
$ |
5,379 |
|
|
$ |
5,017 |
|
|
$ |
10,928 |
|
|
$ |
10,100 |
|
Expense: |
|
|
|
|
|
|
|
|
||||||||
Compensation and benefits |
|
|
3,010 |
|
|
|
2,860 |
|
|
|
6,110 |
|
|
|
5,667 |
|
Other operating expenses |
|
|
1,005 |
|
|
|
929 |
|
|
|
2,009 |
|
|
|
1,847 |
|
Operating expenses |
|
|
4,015 |
|
|
|
3,789 |
|
|
|
8,119 |
|
|
|
7,514 |
|
Operating income |
|
|
1,364 |
|
|
|
1,228 |
|
|
|
2,809 |
|
|
|
2,586 |
|
Other net benefit credits |
|
|
59 |
|
|
|
71 |
|
|
|
121 |
|
|
|
142 |
|
Interest income |
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
1 |
|
Interest expense |
|
|
(114 |
) |
|
|
(110 |
) |
|
|
(224 |
) |
|
|
(228 |
) |
Investment income |
|
|
2 |
|
|
|
19 |
|
|
|
28 |
|
|
|
30 |
|
Income before income taxes |
|
|
1,312 |
|
|
|
1,209 |
|
|
|
2,736 |
|
|
|
2,531 |
|
Income tax expense |
|
|
334 |
|
|
|
382 |
|
|
|
672 |
|
|
|
706 |
|
Net income before non-controlling interests |
|
|
978 |
|
|
|
827 |
|
|
|
2,064 |
|
|
|
1,825 |
|
Less: Net income attributable to non-controlling interests |
|
|
11 |
|
|
|
7 |
|
|
|
26 |
|
|
|
22 |
|
Net income attributable to the Company |
|
$ |
967 |
|
|
$ |
820 |
|
|
$ |
2,038 |
|
|
$ |
1,803 |
|
Net income per share attributable to the Company: |
|
|
|
|
|
|
|
|
||||||||
- Basic |
|
$ |
1.93 |
|
|
$ |
1.61 |
|
|
$ |
4.06 |
|
|
$ |
3.55 |
|
- Diluted |
|
$ |
1.91 |
|
|
$ |
1.60 |
|
|
$ |
4.01 |
|
|
$ |
3.51 |
|
Average number of shares outstanding: |
|
|
|
|
|
|
|
|
||||||||
- Basic |
|
|
501 |
|
|
|
508 |
|
|
|
502 |
|
|
|
508 |
|
- Diluted |
|
|
506 |
|
|
|
513 |
|
|
|
508 |
|
|
|
514 |
|
Shares outstanding at June 30 |
|
|
499 |
|
|
|
507 |
|
|
|
499 |
|
|
|
507 |
|
Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Three Months Ended June 30
(Millions) (Unaudited)
The Company conducts business in 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
|
|
|
|
|
|
Components of Revenue Change* |
||||||||||||||
|
|
Three Months Ended
|
|
%
|
|
Currency
|
|
Acquisitions/
|
|
Underlying
|
||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|||||||||||
Risk and Insurance Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh |
|
$ |
2,778 |
|
|
$ |
2,650 |
|
|
5 |
% |
|
(3 |
) % |
|
(1 |
) % |
|
9 |
% |
Guy Carpenter |
|
|
522 |
|
|
|
488 |
|
|
7 |
% |
|
(3 |
) % |
|
1 |
% |
|
9 |
% |
Subtotal |
|
|
3,300 |
|
|
|
3,138 |
|
|
5 |
% |
|
(3 |
) % |
|
(1 |
) % |
|
9 |
% |
Fiduciary interest income |
|
|
13 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
||||
Total Risk and Insurance Services |
|
|
3,313 |
|
|
|
3,141 |
|
|
5 |
% |
|
(3 |
) % |
|
(1 |
) % |
|
9 |
% |
Consulting |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer |
|
|
1,389 |
|
|
|
1,274 |
|
|
9 |
% |
|
(5 |
) % |
|
7 |
% |
|
7 |
% |
Oliver Wyman Group |
|
|
695 |
|
|
|
618 |
|
|
12 |
% |
|
(4 |
) % |
|
1 |
% |
|
16 |
% |
Total Consulting |
|
|
2,084 |
|
|
|
1,892 |
|
|
10 |
% |
|
(5 |
) % |
|
5 |
% |
|
10 |
% |
Corporate Eliminations |
|
|
(18 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
5,379 |
|
|
$ |
5,017 |
|
|
7 |
% |
|
(4 |
) % |
|
1 |
% |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
|
|
|
|
|
|
Components of Revenue Change* |
||||||||||||
|
|
Three Months Ended
|
|
%
|
|
Currency
|
|
Acquisitions/
|
|
Underlying
|
||||||||
|
|
|
2022 |
|
|
2021 |
|
|||||||||||
Marsh: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EMEA |
|
$ |
745 |
|
$ |
796 |
|
(6 |
) % |
|
(7 |
) % |
|
(6 |
) % |
|
7 |
% |
Asia Pacific |
|
|
382 |
|
|
347 |
|
10 |
% |
|
(7 |
) % |
|
6 |
% |
|
11 |
% |
Latin America |
|
|
118 |
|
|
103 |
|
15 |
% |
|
— |
|
|
1 |
% |
|
14 |
% |
Total International |
|
|
1,245 |
|
|
1,246 |
|
— |
|
|
(6 |
) % |
|
(2 |
) % |
|
9 |
% |
U.S./Canada |
|
|
1,533 |
|
|
1,404 |
|
9 |
% |
|
— |
|
|
— |
|
|
10 |
% |
Total Marsh |
|
$ |
2,778 |
|
$ |
2,650 |
|
5 |
% |
|
(3 |
) % |
|
(1 |
) % |
|
9 |
% |
Mercer: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wealth |
|
$ |
597 |
|
$ |
625 |
|
(5 |
) % |
|
(6 |
) % |
|
— |
|
|
1 |
% |
Health |
|
|
587 |
|
|
462 |
|
27 |
% |
|
(3 |
) % |
|
20 |
% |
|
10 |
% |
Career |
|
|
205 |
|
|
187 |
|
11 |
% |
|
(6 |
) % |
|
— |
|
|
17 |
% |
Total Mercer |
|
$ |
1,389 |
|
$ |
1,274 |
|
9 |
% |
|
(5 |
) % |
|
7 |
% |
|
7 |
% |
* Components of revenue change may not add due to rounding. |
Marsh & McLennan Companies, Inc.
Supplemental Information - Revenue Analysis
Six Months Ended June 30
(Millions) (Unaudited)
The Company conducts business in 130 countries. As a result, foreign exchange rate movements may impact period-to-period comparisons of revenue. Similarly, certain other items such as acquisitions and dispositions, including transfers among businesses, may impact period-to-period comparisons of revenue. Underlying revenue measures the change in revenue from one period to the next by isolating these impacts.
|
|
|
|
|
|
Components of Revenue Change* |
||||||||||||||
|
|
Six Months Ended
|
|
%
|
|
Currency
|
|
Acquisitions/
|
|
Underlying
|
||||||||||
|
|
|
2022 |
|
|
|
2021 |
|
|
|||||||||||
Risk and Insurance Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marsh |
|
$ |
5,324 |
|
|
$ |
4,975 |
|
|
7 |
% |
|
(3 |
) % |
|
— |
|
|
10 |
% |
Guy Carpenter |
|
|
1,521 |
|
|
|
1,383 |
|
|
10 |
% |
|
(2 |
) % |
|
1 |
% |
|
10 |
% |
Subtotal |
|
|
6,845 |
|
|
|
6,358 |
|
|
8 |
% |
|
(2 |
) % |
|
— |
|
|
10 |
% |
Fiduciary interest income |
|
|
17 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
||||
Total Risk and Insurance Services |
|
|
6,862 |
|
|
|
6,366 |
|
|
8 |
% |
|
(2 |
) % |
|
— |
|
|
10 |
% |
Consulting |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mercer |
|
|
2,732 |
|
|
|
2,562 |
|
|
7 |
% |
|
(3 |
) % |
|
4 |
% |
|
7 |
% |
Oliver Wyman Group |
|
|
1,362 |
|
|
|
1,203 |
|
|
13 |
% |
|
(3 |
) % |
|
— |
|
|
16 |
% |
Total Consulting |
|
|
4,094 |
|
|
|
3,765 |
|
|
9 |
% |
|
(3 |
) % |
|
2 |
% |
|
10 |
% |
Corporate Eliminations |
|
|
(28 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
10,928 |
|
|
$ |
10,100 |
|
|
8 |
% |
|
(3 |
) % |
|
1 |
% |
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue Details
The following table provides more detailed revenue information for certain of the components presented above:
|
|
|
|
|
|
Components of Revenue Change* |
||||||||||||
|
|
Six Months Ended
|
|
%
|
|
Currency
|
|
Acquisitions/
|
|
Underlying
|
||||||||
|
|
|
2022 |
|
|
2021 |
|
|||||||||||
Marsh: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EMEA |
|
$ |
1,587 |
|
$ |
1,633 |
|
(3 |
) % |
|
(6 |
) % |
|
(5 |
) % |
|
8 |
% |
Asia Pacific |
|
|
703 |
|
|
621 |
|
13 |
% |
|
(6 |
) % |
|
5 |
% |
|
14 |
% |
Latin America |
|
|
222 |
|
|
193 |
|
15 |
% |
|
(1 |
) % |
|
— |
|
|
15 |
% |
Total International |
|
|
2,512 |
|
|
2,447 |
|
3 |
% |
|
(5 |
) % |
|
(2 |
) % |
|
10 |
% |
U.S./Canada |
|
|
2,812 |
|
|
2,528 |
|
11 |
% |
|
— |
|
|
2 |
% |
|
10 |
% |
Total Marsh |
|
$ |
5,324 |
|
$ |
4,975 |
|
7 |
% |
|
(3 |
) % |
|
— |
|
|
10 |
% |
Mercer: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wealth |
|
$ |
1,214 |
|
$ |
1,248 |
|
(3 |
) % |
|
(4 |
) % |
|
— |
|
|
1 |
% |
Health |
|
|
1,111 |
|
|
949 |
|
17 |
% |
|
(2 |
) % |
|
10 |
% |
|
10 |
% |
Career |
|
|
407 |
|
|
365 |
|
11 |
% |
|
(4 |
) % |
|
— |
|
|
16 |
% |
Total Mercer |
|
$ |
2,732 |
|
$ |
2,562 |
|
7 |
% |
|
(3 |
) % |
|
4 |
% |
|
7 |
% |
* Components of revenue change may not add due to rounding. |
Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three Months Ended June 30
(Millions) (Unaudited)
Overview
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (referred to in this release as in accordance with "GAAP" or "reported" results). The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G in accordance with the Securities Exchange Act of 1934. These measures are: adjusted operating income (loss), adjusted operating margin, adjusted income, net of tax and adjusted earnings per share (EPS). The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP in the following tables.
The Company believes these non-GAAP financial measures provide useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses these measures internally to assess the operating performance of its businesses, to assess performance for employee compensation, and to decide how to allocate resources. However, investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measures include adjustments that reflect how management views its businesses, and may differ from similarly titled non-GAAP measures presented by other companies.
Adjusted Operating Income (Loss) and Adjusted Operating Margin
Adjusted operating income (loss) is calculated by excluding the impact of certain noteworthy items from the Company's GAAP operating income (loss). The following tables identify these noteworthy items and reconcile adjusted operating income (loss) to GAAP operating income (loss), on a consolidated and reportable segment basis, for the three and six months ended June 30, 2022 and 2021. The following tables also present adjusted operating margin. For the three and six months ended June 30, 2022 and 2021, adjusted operating margin is calculated by dividing the sum of adjusted operating income and identified intangible asset amortization by consolidated or segment adjusted revenue.
|
|
Risk & Insurance
|
|
Consulting |
|
Corporate/
|
|
Total |
||||||||
Three Months Ended June 30, 2022 |
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) |
|
$ |
967 |
|
|
$ |
475 |
|
|
$ |
(78 |
) |
|
$ |
1,364 |
|
Operating margin |
|
|
29.2 |
% |
|
|
22.8 |
% |
|
|
N/A |
|
|
|
25.4 |
% |
Add (deduct) impact of noteworthy items: |
|
|
|
|
|
|
|
|||||||||
Restructuring (a) |
|
|
11 |
|
|
|
4 |
|
|
|
13 |
|
|
|
28 |
|
Changes in contingent consideration (b) |
|
|
12 |
|
|
|
5 |
|
|
|
— |
|
|
|
17 |
|
JLT acquisition-related costs (c) |
|
|
11 |
|
|
|
— |
|
|
|
3 |
|
|
|
14 |
|
JLT legacy legal charges (d) |
|
|
11 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
10 |
|
Disposal of businesses (e) |
|
|
— |
|
|
|
(112 |
) |
|
|
— |
|
|
|
(112 |
) |
Deconsolidation of the Russian businesses related charges |
|
|
2 |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
Operating income adjustments |
|
|
47 |
|
|
|
(106 |
) |
|
|
16 |
|
|
|
(43 |
) |
Adjusted operating income (loss) |
|
$ |
1,014 |
|
|
$ |
369 |
|
|
$ |
(62 |
) |
|
$ |
1,321 |
|
Total identified intangible amortization expense |
|
$ |
71 |
|
|
$ |
12 |
|
|
$ |
— |
|
|
$ |
83 |
|
Adjusted operating margin |
|
|
32.8 |
% |
|
|
19.3 |
% |
|
|
N/A |
|
|
|
26.7 |
% |
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) |
|
$ |
950 |
|
|
$ |
344 |
|
|
$ |
(66 |
) |
|
$ |
1,228 |
|
Operating margin |
|
|
30.2 |
% |
|
|
18.1 |
% |
|
|
N/A |
|
|
|
24.5 |
% |
Add (deduct) impact of noteworthy items: |
|
|
|
|
|
|
|
|
||||||||
Restructuring (a) |
|
|
15 |
|
|
|
9 |
|
|
|
7 |
|
|
|
31 |
|
Changes in contingent consideration (b) |
|
|
(5 |
) |
|
|
1 |
|
|
|
(3 |
) |
|
|
(7 |
) |
JLT acquisition-related costs (c) |
|
|
11 |
|
|
|
1 |
|
|
|
— |
|
|
|
12 |
|
Disposal of businesses (e) |
|
|
(51 |
) |
|
|
1 |
|
|
|
— |
|
|
|
(50 |
) |
Other |
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
Operating income adjustments |
|
|
(23 |
) |
|
|
12 |
|
|
|
4 |
|
|
|
(7 |
) |
Adjusted operating income (loss) |
|
$ |
927 |
|
|
$ |
356 |
|
|
$ |
(62 |
) |
|
$ |
1,221 |
|
Total identified intangible amortization expense |
|
$ |
75 |
|
|
$ |
14 |
|
|
$ |
— |
|
|
$ |
89 |
|
Adjusted operating margin |
|
|
32.4 |
% |
|
|
19.5 |
% |
|
|
N/A |
|
|
|
26.4 |
% |
|
|
|
|
|
|
|
|
|
||||||||
(a) |
Restructuring activities reflect costs related to the Company's global information technology and HR functions, JLT integration costs, Marsh operational excellence and adjustments to restructuring liabilities for future rent under non-cancellable leases. |
|
(b) |
Primarily includes the change in fair value of contingent consideration related to acquisitions and dispositions as measured each quarter. |
|
(c) |
Includes retention costs related to the acquisition of JLT. |
|
(d) |
Reflects charges and recoveries related to legacy JLT legal matters. |
|
(e) |
Reflects a gain of $112 million on the sale of the Mercer U.S. affinity business during the second quarter of 2022. The second quarter of 2021 reflects a gain of $50 million primarily on the sale of the U.K. commercial networks business. These amounts are included in revenue in the consolidated statements of income and excluded from underlying revenue and adjusted revenue in the calculation of adjusted operating margin. |
Marsh & McLennan Companies, Inc. |
||||||||||||||||
Reconciliation of Non-GAAP Measures |
||||||||||||||||
Six Months Ended June 30 |
||||||||||||||||
(Millions) (Unaudited) |
||||||||||||||||
|
|
Risk & Insurance
|
|
Consulting |
|
Corporate/
|
|
Total |
||||||||
Six Months Ended June 30, 2022 |
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) |
|
$ |
2,088 |
|
|
$ |
867 |
|
|
$ |
(146 |
) |
|
$ |
2,809 |
|
Operating margin |
|
|
30.4 |
% |
|
|
21.2 |
% |
|
|
N/A |
|
|
|
25.7 |
% |
Add (deduct) impact of noteworthy items: |
|
|
|
|
|
|
|
|
||||||||
Restructuring (a) |
|
|
26 |
|
|
|
11 |
|
|
|
21 |
|
|
|
58 |
|
Changes in contingent consideration (b) |
|
|
22 |
|
|
|
5 |
|
|
|
— |
|
|
|
27 |
|
JLT acquisition-related costs (c) |
|
|
20 |
|
|
|
1 |
|
|
|
3 |
|
|
|
24 |
|
JLT legacy legal charges (d) |
|
|
14 |
|
|
|
(11 |
) |
|
|
— |
|
|
|
3 |
|
Disposal of businesses (e) |
|
|
— |
|
|
|
(112 |
) |
|
|
— |
|
|
|
(112 |
) |
Deconsolidation of Russian businesses and other related charges (f) |
|
|
42 |
|
|
|
10 |
|
|
|
— |
|
|
|
52 |
|
Legal claims (g) |
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
Operating income adjustments |
|
|
154 |
|
|
|
(96 |
) |
|
|
24 |
|
|
|
82 |
|
Adjusted operating income (loss) |
|
$ |
2,242 |
|
|
$ |
771 |
|
|
$ |
(122 |
) |
|
$ |
2,891 |
|
Total identified intangible amortization expense |
|
$ |
149 |
|
|
$ |
25 |
|
|
$ |
— |
|
|
$ |
174 |
|
Adjusted operating margin |
|
|
34.7 |
% |
|
|
19.9 |
% |
|
|
N/A |
|
|
|
28.2 |
% |
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) |
|
$ |
2,010 |
|
|
$ |
705 |
|
|
$ |
(129 |
) |
|
$ |
2,586 |
|
Operating margin |
|
|
31.6 |
% |
|
|
18.7 |
% |
|
|
N/A |
|
|
|
25.6 |
% |
Add (deduct) impact of noteworthy items: |
|
|
|
|
|
|
|
|
||||||||
Restructuring (a) |
|
|
32 |
|
|
|
20 |
|
|
|
13 |
|
|
|
65 |
|
Changes in contingent consideration (b) |
|
|
1 |
|
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(7 |
) |
JLT acquisition-related costs (c) |
|
|
22 |
|
|
|
2 |
|
|
|
— |
|
|
|
24 |
|
Disposal of businesses (e) |
|
|
(53 |
) |
|
|
4 |
|
|
|
— |
|
|
|
(49 |
) |
Other |
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
Operating income adjustments |
|
|
9 |
|
|
|
21 |
|
|
|
10 |
|
|
|
40 |
|
Adjusted operating income (loss) |
|
$ |
2,019 |
|
|
$ |
726 |
|
|
$ |
(119 |
) |
|
$ |
2,626 |
|
Total identified intangible amortization expense |
|
$ |
161 |
|
|
$ |
28 |
|
|
$ |
— |
|
|
$ |
189 |
|
Adjusted operating margin |
|
|
34.5 |
% |
|
|
20.0 |
% |
|
|
N/A |
|
|
|
28.0 |
% |
(a) |
Restructuring activities reflect costs related to the Company's global information technology and HR functions, JLT integration costs, Marsh operational excellence and adjustments to restructuring liabilities for future rent under non-cancellable leases. |
|
(b) |
Primarily includes the change in fair value of contingent consideration related to acquisitions and dispositions as measured each quarter. |
|
(c) |
Includes retention costs related to the acquisition of JLT. |
|
(d) |
Reflects charges and recoveries related to legacy JLT legal matters. |
|
(e) |
Reflects a gain of $112 million on the sale of the Mercer U.S. affinity business during the second quarter of 2022. The second quarter of 2021 reflects a gain of $49 million primarily on the sale of the U.K. commercial networks business. These amounts are included in revenue in the consolidated statements of income and excluded from underlying revenue and adjusted revenue in the calculation of adjusted operating margin. |
|
(f) |
Loss on deconsolidation of Russian businesses and other related charges. The loss on deconsolidation of $39 million is included in revenue in the consolidated statements of income and excluded from underlying revenue and adjusted revenue used in the calculation of adjusted operating margin. |
|
(g) |
Settlement charges and legal costs related to strategic recruiting. |
Marsh & McLennan Companies, Inc.
Reconciliation of Non-GAAP Measures
Three and Six Months Ended June 30
(In millions, except per share data)
(Unaudited)
Adjusted income, net of tax is calculated as the Company's GAAP income from continuing operations, adjusted to reflect the after tax impact of the operating income adjustments in the preceding tables and the additional items listed below. Adjusted EPS is calculated by dividing the Company’s adjusted income, net of tax, by average number of shares outstanding-diluted for the relevant period. The following tables reconcile adjusted income, net of tax to GAAP income from continuing operations and adjusted EPS to GAAP EPS for the three and six months ended June 30, 2022 and 2021.
Three Months Ended
|
|
Three Months Ended
|
|||||||||||||||||||
|
Amount |
|
Adjusted EPS |
|
Amount |
|
Adjusted EPS |
||||||||||||||
Net income before non-controlling interests, as reported |
|
|
$ |
978 |
|
|
|
|
|
|
$ |
827 |
|
|
|||||||
Less: Non-controlling interest, net of tax |
|
|
|
11 |
|
|
|
|
|
|
|
7 |
|
|
|||||||
Subtotal |
|
|
$ |
967 |
|
|
$ |
1.91 |
|
|
|
|
$ |
820 |
|
$ |
1.60 |
||||
Operating income adjustments |
$ |
(43 |
) |
|
|
|
|
|
$ |
(7 |
) |
|
|
|
|
||||||
Investments adjustment (a) |
|
1 |
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
||||||
Pension settlement adjustment (b) |
|
1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
||||||
Income tax effect of adjustments (c) |
|
33 |
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
||||||
Impact of U.K. tax rate change (d) |
|
— |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
||||||
|
|
|
|
(8 |
) |
|
|
(0.02 |
) |
|
|
|
|
80 |
|
|
0.15 |
||||
Adjusted income, net of tax |
|
|
$ |
959 |
|
|
$ |
1.89 |
|
|
|
|
$ |
900 |
|
$ |
1.75 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2022 |
|
Six Months Ended June 30, 2021 |
||||||||||||||||||
|
Amount |
|
Adjusted EPS |
|
Amount |
|
Adjusted EPS |
||||||||||||||
Net income before non-controlling interests, as reported |
|
|
$ |
2,064 |
|
|
|
|
|
|
$ |
1,825 |
|
|
|||||||
Less: Non-controlling interest, net of tax |
|
|
|
26 |
|
|
|
|
|
|
|
22 |
|
|
|||||||
Subtotal |
|
|
$ |
2,038 |
|
|
$ |
4.01 |
|
|
|
|
$ |
1,803 |
|
$ |
3.51 |
||||
Operating income adjustments |
$ |
82 |
|
|
|
|
|
|
$ |
40 |
|
|
|
|
|
||||||
Investments adjustment (a) |
|
(8 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
||||||
Pension settlement adjustment (b) |
|
1 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
||||||
Income tax effect of adjustments (c) |
|
15 |
|
|
|
|
|
|
|
(21 |
) |
|
|
|
|
||||||
Impact of U.K. tax rate change (d) |
|
— |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
||||||
|
|
|
|
90 |
|
|
|
0.18 |
|
|
|
|
|
118 |
|
|
0.23 |
||||
Adjusted income, net of tax |
|
|
$ |
2,128 |
|
|
$ |
4.19 |
|
|
|
|
$ |
1,921 |
|
$ |
3.74 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(a) |
Represents mark-to-market losses and gains, primarily related to the Company’s investment in Alexander Forbes ("AF"). |
|
(b) |
Charges resulting from lump sum pension settlements elected by participants. |
|
(c) |
For items with an income tax impact, the tax effect was calculated using an effective tax rate based on the tax jurisdiction for each item. |
|
(d) |
Reflects the re-measurement of the Company's U.K. deferred tax assets and liabilities upon enactment of legislation that increased the corporate income tax rate applicable to U.K. based entities from 19% to 25%, effective April 1, 2023. |
Marsh & McLennan Companies, Inc. |
||||||||||||
Supplemental Information |
||||||||||||
Three and Six Months Ended June 30 |
||||||||||||
(Millions) (Unaudited) |
||||||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
Consolidated |
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
$ |
3,010 |
|
$ |
2,860 |
|
$ |
6,110 |
|
$ |
5,667 |
Other operating expenses |
|
|
1,005 |
|
|
929 |
|
|
2,009 |
|
|
1,847 |
Total expenses |
|
$ |
4,015 |
|
$ |
3,789 |
|
$ |
8,119 |
|
$ |
7,514 |
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense |
|
$ |
85 |
|
$ |
104 |
|
$ |
174 |
|
$ |
201 |
Identified intangible amortization expense |
|
|
83 |
|
|
89 |
|
|
174 |
|
|
189 |
Total |
|
$ |
168 |
|
$ |
193 |
|
$ |
348 |
|
$ |
390 |
|
|
|
|
|
|
|
|
|
||||
Stock option expense |
|
$ |
7 |
|
$ |
4 |
|
$ |
12 |
|
$ |
25 |
|
|
|
|
|
|
|
|
|
||||
Risk and Insurance Services |
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
$ |
1,750 |
|
$ |
1,632 |
|
$ |
3,551 |
|
$ |
3,242 |
Other operating expenses |
|
|
596 |
|
|
559 |
|
|
1,223 |
|
|
1,114 |
Total expenses |
|
$ |
2,346 |
|
$ |
2,191 |
|
$ |
4,774 |
|
$ |
4,356 |
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense |
|
$ |
40 |
|
$ |
58 |
|
$ |
83 |
|
$ |
108 |
Identified intangible amortization expense |
|
|
71 |
|
|
75 |
|
|
149 |
|
|
161 |
Total |
|
$ |
111 |
|
$ |
133 |
|
$ |
232 |
|
$ |
269 |
|
|
|
|
|
|
|
|
|
||||
Consulting |
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
$ |
1,145 |
|
$ |
1,110 |
|
$ |
2,309 |
|
$ |
2,184 |
Other operating expenses |
|
|
464 |
|
|
438 |
|
|
918 |
|
|
876 |
Total expenses |
|
$ |
1,609 |
|
$ |
1,548 |
|
$ |
3,227 |
|
$ |
3,060 |
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense |
|
$ |
27 |
|
$ |
29 |
|
$ |
53 |
|
$ |
58 |
Identified intangible amortization expense |
|
|
12 |
|
|
14 |
|
|
25 |
|
|
28 |
Total |
|
$ |
39 |
|
$ |
43 |
|
$ |
78 |
|
$ |
86 |
Marsh & McLennan Companies, Inc. |
||||||||
Consolidated Balance Sheets |
||||||||
(Millions) |
||||||||
|
|
(Unaudited)
|
|
December 31,
|
||||
ASSETS |
|
|
|
|
||||
Current assets: |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
909 |
|
|
$ |
1,752 |
|
Net receivables |
|
|
6,286 |
|
|
|
5,586 |
|
Other current assets |
|
|
974 |
|
|
|
926 |
|
Total current assets |
|
|
8,169 |
|
|
|
8,264 |
|
|
|
|
|
|
||||
Goodwill and intangible assets |
|
|
18,501 |
|
|
|
19,127 |
|
Fixed assets, net |
|
|
863 |
|
|
|
847 |
|
Pension related assets |
|
|
2,160 |
|
|
|
2,270 |
|
Right of use assets |
|
|
1,744 |
|
|
|
1,868 |
|
Deferred tax assets |
|
|
537 |
|
|
|
551 |
|
Other assets |
|
|
1,466 |
|
|
|
1,461 |
|
TOTAL ASSETS |
|
$ |
33,440 |
|
|
$ |
34,388 |
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY |
|
|
|
|
||||
Current liabilities: |
|
|
|
|
||||
Short-term debt |
|
$ |
1,311 |
|
|
$ |
17 |
|
Accounts payable and accrued liabilities |
|
|
3,029 |
|
|
|
3,165 |
|
Accrued compensation and employee benefits |
|
|
1,914 |
|
|
|
2,942 |
|
Current lease liabilities |
|
|
314 |
|
|
|
332 |
|
Accrued income taxes |
|
|
448 |
|
|
|
198 |
|
Total current liabilities |
|
|
7,016 |
|
|
|
6,654 |
|
|
|
|
|
|
||||
Fiduciary liabilities |
|
|
10,530 |
|
|
|
9,622 |
|
Less - cash and cash equivalents held in a fiduciary capacity |
|
|
(10,530 |
) |
|
|
(9,622 |
) |
|
|
|
— |
|
|
|
— |
|
Long-term debt |
|
|
10,487 |
|
|
|
10,933 |
|
Pension, post-retirement and post-employment benefits |
|
|
1,407 |
|
|
|
1,632 |
|
Long-term lease liabilities |
|
|
1,752 |
|
|
|
1,880 |
|
Liabilities for errors and omissions |
|
|
340 |
|
|
|
355 |
|
Other liabilities |
|
|
1,521 |
|
|
|
1,712 |
|
|
|
|
|
|
||||
Total equity |
|
|
10,917 |
|
|
|
11,222 |
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
33,440 |
|
|
$ |
34,388 |
|
Marsh & McLennan Companies, Inc. |
|||||||
Consolidated Statements of Cash Flows |
|||||||
(Millions) (Unaudited) |
|||||||
|
Six Months Ended |
||||||
|
June 30, |
||||||
|
|
2022 |
|
|
|
2021 |
|
Operating cash flows: |
|
|
|
||||
Net income before non-controlling interests |
$ |
2,064 |
|
|
$ |
1,825 |
|
Adjustments to reconcile net income to cash provided by operations: |
|
|
|
||||
Depreciation and amortization |
|
348 |
|
|
|
390 |
|
Non-cash lease expense |
|
152 |
|
|
|
158 |
|
Deconsolidation of Russian businesses |
|
39 |
|
|
|
— |
|
Share-based compensation expense |
|
194 |
|
|
|
176 |
|
Net (gain) loss on investments, disposition of assets and other |
|
(130 |
) |
|
|
(66 |
) |
|
|
|
|
||||
Changes in assets and liabilities: |
|
|
|
||||
Accrued compensation and employee benefits |
|
(992 |
) |
|
|
(630 |
) |
Provision for taxes, net of payments and refunds |
|
235 |
|
|
|
297 |
|
Net receivables |
|
(978 |
) |
|
|
(626 |
) |
Other changes to assets and liabilities |
|
40 |
|
|
|
(415 |
) |
Contributions to pension and other benefit plans in excess of current year credit |
|
(226 |
) |
|
|
(187 |
) |
Operating lease liabilities |
|
(166 |
) |
|
|
(172 |
) |
Net cash provided by operations |
|
580 |
|
|
|
750 |
|
Financing cash flows: |
|
|
|
||||
Purchase of treasury shares |
|
(1,100 |
) |
|
|
(434 |
) |
Net proceeds from issuance of commercial paper |
|
944 |
|
|
|
— |
|
Repayments of debt |
|
(8 |
) |
|
|
(509 |
) |
Net issuance of common stock from treasury shares |
|
(115 |
) |
|
|
(23 |
) |
Net distributions of non-controlling interests and deferred/contingent consideration |
|
(104 |
) |
|
|
(47 |
) |
Dividends paid |
|
(547 |
) |
|
|
(478 |
) |
Increase in fiduciary liabilities |
|
1,428 |
|
|
|
1,277 |
|
Net cash provided by (used for) financing activities |
|
498 |
|
|
|
(214 |
) |
Investing cash flows: |
|
|
|
||||
Capital expenditures |
|
(239 |
) |
|
|
(151 |
) |
Net purchase of long-term investments and other |
|
(3 |
) |
|
|
(4 |
) |
Dispositions |
|
135 |
|
|
|
81 |
|
Acquisitions, net of cash and cash held in a fiduciary capacity acquired |
|
(151 |
) |
|
|
(350 |
) |
Net cash used for investing activities |
|
(258 |
) |
|
|
(424 |
) |
Effect of exchange rate changes on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
|
(755 |
) |
|
|
38 |
|
Increase in cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
|
65 |
|
|
|
150 |
|
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at beginning of period |
|
11,374 |
|
|
|
10,674 |
|
Cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity at end of period |
$ |
11,439 |
|
|
$ |
10,824 |
|
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity to the Consolidated Balance Sheets |
|||||
Six Months Ended June 30, |
|
2022 |
|
|
2021 |
(In millions) |
|
|
|
||
Cash and cash equivalents |
$ |
909 |
|
$ |
888 |
Cash and cash equivalents held in a fiduciary capacity |
|
10,530 |
|
|
9,936 |
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
$ |
11,439 |
|
$ |
10,824 |
